As the machine started to pick the next two duellists, Seto hoped that both Marik and he would be picked. Mai's name was the first to be picked, but before she could find out who her opponent was, she left. Yugi and the others started to follow her, she told them to stay. Meanwhile, Yami Marik had entered Odion's room by using his Millenium Rod to take over the doctor's mind. As Yami Marik prepared to send his old friend's mind to the shadow realm, the PA system called for him to make his way to the arena for the third duel. As He arrived at the arena, he found Mai waiting confidently for him.
Mai started the duel by summoning Dunames Dark Witch in attack mode. Yami Marik summoned Revival Jam and then played Jam Breeding Machine. Yugi was worried since this was the same combo that Strings had used against him. Mai asked why the gang came. Joey told her that they were her friends and that they had come to support her. Yugi then tried to warn Mai aboyt Yami Marik's strategy, but Mai told him not too. Yami Marik was amused by Mai's confidence. Mai attacked Revival Jam with Dunames Dark Witch just to see it regenerate. A Slime Toeken was then created. Yami Marik then played Pot of Greed. He set a card and ended his turn. He was suprised when Mai activated Harpie's Feather Duster, wiping out his face down card and Jam Breeding Machine. Dunames Dark Witch then destroyed Slime Token(Marik's LP:2700).
Mai didn't realise that Marik had pulled her into a false sense of security. Yami Marik summoned Melchid the Four Face Beast(1500/1200). Marik then sacraficed it and Revival Jam to summon Masked Beast Des Guardius. As Masked Beast Des Guardius attacked, Mai activated Mirror Wall, cutting Marik's monster's attack in half and destroying it(Marik's LP:2550). Masked Beast Des Guardius then left behind a mask which let Marik control Dunames Dark Witch. Marik then played Remove Trap to get rid of Mai's Mirror Wall. Tristin became unsure whether Mai could win, but Joey was sure that she could. They started arguing. Yami Marik then used his Millenium Rod to send the duel to the shadow realm. The gang became worried at what could happen to Mai in a shadow game.
Mai was still determined to win. She set one card on the field and summoned the Unfriendly Amazon (2200/1000). She then noticed that the monster was surrounded by a purple fog. Marik told her that each monster had a memory of someone you knew, so if that monster died, the memory of that person would disppear too. Mai didn't understand, so she attacked the Dunames Dark Witch(Marik's LP:2350). At this time, Mai's memory of Tea vanished. Marik explained that since the witch was originally Mai's, Mai would lose her memory. Mai tried her best to remember Tea, but she couldn't. Marik then informed Mai that she had no chance of winning in a shadow game.